UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MOBILEYE N.V.
-------------------------------------------------------------------------------
(Name of Issuer)
Ordinary Shares, 0.01 Euro nominal value per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
N51488117
--------------------------------------------
(CUSIP Number)
December 31, 2015
-------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 29
-----------------------
CUSIP No. N51488117 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
594,589
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,030,945
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,030,945
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.5 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
------------------------------------------------------------------------------
* The percentage is calculated based upon 216,695,363 ordinary shares,
0.01 Euro nominal value per share as reported to be outstanding in the
Issuer's Rule 424(b)(4) prospectus filed with the Securities Exchange
Commission on March 18.
Page 2 of 29
-----------------------
CUSIP No. N51488117 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN, SACHS & CO.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
594,589
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,030,945
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,030,945
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.5 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-PN-IA
------------------------------------------------------------------------------
* The percentage is calculated based upon 216,695,363 ordinary shares,
0.01 Euro nominal value per share as reported to be outstanding in the
Issuer's Rule 424(b)(4) prospectus filed with the Securities Exchange
Commission on March 18.
Page 3 of 29
-----------------------
CUSIP No. N51488117 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs Asset Management, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
173,722
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
173,722
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
173,722
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
PN-IA
------------------------------------------------------------------------------
* The percentage is calculated based upon 216,695,363 ordinary shares,
0.01 Euro nominal value per share as reported to be outstanding in the
Issuer's Rule 424(b)(4) prospectus filed with the Securities Exchange
Commission on March 18.
Page 4 of 29
-----------------------
CUSIP No. N51488117 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS INVESTMENT STRATEGIES, LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
173,722
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
173,722
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
173,722
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
IA-OO
------------------------------------------------------------------------------
* The percentage is calculated based upon 216,695,363 ordinary shares,
0.01 Euro nominal value per share as reported to be outstanding in the
Issuer's Rule 424(b)(4) prospectus filed with the Securities Exchange
Commission on March 18.
Page 5 of 29
-----------------------
CUSIP No. N51488117 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBEYE ACCESS LP (f/k/a GOLDMAN SACHS MBEYE INVESTORS, L.P.)
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
* The percentage is calculated based upon 216,695,363 ordinary shares,
0.01 Euro nominal value per share as reported to be outstanding in the
Issuer's Rule 424(b)(4) prospectus filed with the Securities Exchange
Commission on March 18.
Page 6 of 29
-----------------------
CUSIP No. N51488117 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GLOBAL LONG SHORT PARTNERS HOLDINGS OFFSHORE LUXEMBOURG SARL (f/k/a
GOLDMAN SACHS INVESTMENT PARTNERS HOLDINGS (LUX) OFFSHORE S.A.R.L)
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Luxembourg
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
* The percentage is calculated based upon 216,695,363 ordinary shares,
0.01 Euro nominal value per share as reported to be outstanding in the
Issuer's Rule 424(b)(4) prospectus filed with the Securities Exchange
Commission on March 18.
Page 7 of 29
-----------------------
CUSIP No. N51488117 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
ELQ HOLDINGS (DEL) LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
* The percentage is calculated based upon 216,695,363 ordinary shares,
0.01 Euro nominal value per share as reported to be outstanding in the
Issuer's Rule 424(b)(4) prospectus filed with the Securities Exchange
Commission on March 18.
Page 8 of 29
-----------------------
CUSIP No. N51488117 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
ELQ HOLDINGS (UK) LTD
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
United Kingdom
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
* The percentage is calculated based upon 216,695,363 ordinary shares,
0.01 Euro nominal value per share as reported to be outstanding in the
Issuer's Rule 424(b)(4) prospectus filed with the Securities Exchange
Commission on March 18.
Page 9 of 29
-----------------------
CUSIP No. N51488117 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
ELQ INVESTORS IX LTD
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
United Kingdom
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
* The percentage is calculated based upon 216,695,363 ordinary shares,
0.01 Euro nominal value per share as reported to be outstanding in the
Issuer's Rule 424(b)(4) prospectus filed with the Securities Exchange
Commission on March 18.
Page 10 of 29
-----------------------
CUSIP No. N51488117 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
ELQ INVESTORS II LTD
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
United Kingdom
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
* The percentage is calculated based upon 216,695,363 ordinary shares,
0.01 Euro nominal value per share as reported to be outstanding in the
Issuer's Rule 424(b)(4) prospectus filed with the Securities Exchange
Commission on March 18.
Page 11 of 29
-----------------------
CUSIP No. N51488117 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
ELQ INVESTORS VII LTD
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
United Kingdom
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
* The percentage is calculated based upon 216,695,363 ordinary shares,
0.01 Euro nominal value per share as reported to be outstanding in the
Issuer's Rule 424(b)(4) prospectus filed with the Securities Exchange
Commission on March 18.
Page 12 of 29
Item 1(a). Name of Issuer:
MOBILEYE N.V.
Item 1(b). Address of Issuer's Principal Executive Offices:
Har Hotzvim, 13 Hartom Street
P.O. Box 45157
Jerusalem 97775, Israel
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN, SACHS & CO.
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
GS INVESTMENT STRATEGIES, LLC
MBEYE ACCESS LP (f/k/a GOLDMAN SACHS MBEYE INVESTORS, L.P.)
GLOBAL LONG SHORT PARTNERS HOLDINGS OFFSHORE LUXEMBOURG SARL
(f/k/a GOLDMAN SACHS INVESTMENT PARTNERS HOLDINGS (LUX)
OFFSHORE S.A.R.L)
ELQ Holdings (Del) LLC
ELQ Holdings (UK) Ltd
ELQ Investors IX Ltd
ELQ Investors II Ltd
ELQ Investors VII Ltd
Item 2(b). Address of Principal Business Office or, if none, Residence:
THE GOLDMAN SACHS GROUP, INC.; GOLDMAN, SACHS & CO.;
GOLDMAN SACHS ASSET MANAGEMENT, L.P.; GS INVESTMENT
STRATEGIES, LLC; MBEYE ACCESS LP (f/k/a GOLDMAN SACHS MBEYE
INVESTORS, L.P.); ELQ Holdings (Del) LLC;
200 West Street
New York, NY 10282
GLOBAL LONG SHORT PARTNERS HOLDINGS OFFSHORE LUXEMBOURG SARL
(f/k/a GOLDMAN SACHS INVESTMENT PARTNERS HOLDINGS (LUX)
OFFSHORE S.A.R.L)
2, rue du Fosse
Luxembourg L - 1536 LUX
ELQ Holdings (UK) Ltd; ELQ Investors IX Ltd;
ELQ Investors II Ltd; ELQ Investors VII Ltd
Peterborough Court
133 Fleet street
London EC4A 2BB
United Kingdom
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN, SACHS & CO. - New York
GOLDMAN SACHS ASSET MANAGEMENT, L.P. - Delaware
GS INVESTMENT STRATEGIES, LLC - Delaware
MBEYE ACCESS LP (f/k/a GOLDMAN SACHS MBEYE INVESTORS, L.P.)
- Delaware
GLOBAL LONG SHORT PARTNERS HOLDINGS OFFSHORE LUXEMBOURG SARL
(f/k/a GOLDMAN SACHS INVESTMENT PARTNERS HOLDINGS (LUX)
OFFSHORE S.A.R.L) - Luxembourg
ELQ HOLDINGS (DEL) LLC - Delaware
ELQ HOLDINGS (UK) LTD - United Kingdom
ELQ INVESTORS IX LTD - United Kingdom
ELQ INVESTORS II LTD - United Kingdom
ELQ INVESTORS VII LTD - United Kingdom
Item 2(d). Title of Class of Securities:
Ordinary Shares, 0.01 Euro nominal value per share
Item 2(e). CUSIP Number:
N51488117
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[ ] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[ ] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[ ] A non-U.S.institution in accordance with
Rule 13d-1(b)(1)(ii)(J);
(k).[ ] A group, provided that all the members are persons specified
in Rule 13d-1(b)(1)(ii)(A) through (J).
If filing as a non-US institution in accordance with Rule 13d-1(b)
(1)(ii)(J), please specify the type of institution:
Page 13 of 29
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting persons have ceased to be
the beneficial owners of more than five percent of the class
of securities, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Clients of the Reporting Person(s) have or may have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, securities
held in their accounts. Clients known to have such right or
power with respect to more than 5% of the class of
securities to which this report relates are:
NONE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
--------------------------
Page 14 of 29
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: $dateOfSigning(Will be populated when Signatory views document)
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS INVESTMENT STRATEGIES, LLC
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
MBEYE ACCESS LP (f/k/a GOLDMAN SACHS MBEYE INVESTORS, L.P.)
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GLOBAL LONG SHORT PARTNERS HOLDINGS OFFSHORE LUXEMBOURG SARL
(f/k/a GOLDMAN SACHS INVESTMENT PARTNERS HOLDINGS (LUX)
OFFSHORE S.A.R.L)
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
ELQ HOLDINGS (DEL) LLC
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
ELQ HOLDINGS (UK) LTD
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
ELQ INVESTORS IX LTD
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
ELQ INVESTORS II LTD
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
ELQ INVESTORS VII LTD
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
Page 15 of 28
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.4 Power of Attorney, relating to
GOLDMAN, SACHS & CO.
99.5 Power of Attorney, relating to
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
99.6 Power of Attorney, relating to
GS INVESTMENT STRATEGIES, LLC
99.7 Power of Attorney, relating to
MBEYE ACCESS LP (f/k/a GOLDMAN SACHS MBEYE INVESTORS, L.P.)
99.8 Power of Attorney, relating to
GLOBAL LONG SHORT PARTNERS HOLDINGS OFFSHORE LUXEMBOURG SARL
(f/k/a GOLDMAN SACHS INVESTMENT PARTNERS HOLDINGS (LUX)
OFFSHORE S.A.R.L)
99.9 Power of Attorney, relating to
ELQ HOLDINGS (DEL) LLC
99.10 Power of Attorney, relating to
ELQ HOLDINGS (UK) LTD
99.11 Power of Attorney, relating to
ELQ INVESTORS IX LTD
99.12 Power of Attorney, relating to
ELQ INVESTORS II LTD
99.13 Power of Attorney, relating to
ELQ INVESTORS VII LTD
Page 16 of 29
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Ordinary Shares, 0.01 Euro nominal value per share, of MOBILEYE N.V.
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.
Date: $dateOfSigning(Will be populated when Signatory views document)
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS INVESTMENT STRATEGIES, LLC
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
MBEYE ACCESS LP (f/k/a GOLDMAN SACHS MBEYE INVESTORS, L.P.)
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GLOBAL LONG SHORT PARTNERS HOLDINGS OFFSHORE LUXEMBOURG SARL
(f/k/a GOLDMAN SACHS INVESTMENT PARTNERS HOLDINGS (LUX)
OFFSHORE S.A.R.L)
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
ELQ HOLDINGS (DEL) LLC
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
ELQ HOLDINGS (UK) LTD
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
ELQ INVESTORS IX LTD
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
ELQ INVESTORS II LTD
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
ELQ INVESTORS VII LTD
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
Page 17 of 29
EXHIBIT (99.2)
ITEM 7 INFORMATION
GOLDMAN, SACHS & CO., GOLDMAN SACHS ASSET MANAGEMENT, L.P. AND GS INVESTMENT
STRATEGIES, LLC are subsidiaries of THE GOLDMAN SACHS GROUP, INC., which is a
parent holding company, and one of such entities is the investment manager of
each of MBEYE ACCESS LP (f/k/a GOLDMAN SACHS MBEYE INVESTORS, L.P.), GLOBAL
LONG SHORT PARTNERS HOLDINGS OFFSHORE LUXEMBOURG SARL (f/k/a GOLDMAN SACHS
INVESTMENT PARTNERS HOLDINGS (LUX) OFFSHORE S.A.R.L), ELQ Holdings (DEL) LLC,
ELQ Holdings (UK) Ltd, ELQ INVESTORS IX LTD, ELQ INVESTORS II LTD, and ELQ
INVESTORS VII LTD.
Page 18 of 29
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Dan Deluca, Jeremy
Kahn and Brian Bae (and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in
its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates. The Company
has the unrestricted right to unilaterally revoke this Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
November 27, 2012.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of THE GOLDMAN SACHS GROUP, INC. (the "Company"),
pursuant tothat Power of Attorney dated November 27, 2012 (the "POA"),
does hereby designate Veruna Stanescu, Lee Tryhorn and Leo Herskovich,
employees of the Company, as additional attorneys-in-fact, with the same
authority to act as provided to the undersigned and the other to the to the
undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
April 21, 2015.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 19 of 29
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company")
does hereby make, constitute and appoint each of Dan Deluca, Jeremy Kahn and
Brian Bae (and any other employee of The Goldman Sachs Group, Inc. or one of
its affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates. The Company
has the unrestricted right to unilaterally revoke this Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
November 27, 2012.
GOLDMAN, SACHS & CO.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Managing Director
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GOLDMAN,SACHS & CO. (the "Company"), pursuant to
that Power of Attorney dated November 27, 2012 (the "POA"), does hereby
designate Veruna Stanescu, Lee Tryhorn and Leo Herskovich, employees of
the Company, as additional attorneys-in-fact, with the same authority
to act as provided to the undersigned and the other to the to the
undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
April 21, 2015.
GOLDMAN, SACHS & CO
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 20 of 29
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS ASSET MANAGEMENT, L.P.
(the "Company") does hereby make, constitute and appoint each of Dan Deluca,
Jeremy Kahn and Brian Bae (and any other employee of The Goldman Sachs Group,
Inc. or one of its affiliates designated in writing by one of the attorneys-in-
fact), acting individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is acting individually
or as representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with
respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and purposes as
the Company might or could do if personally present by one of its authorized
signatories,hereby ratifying and confirming all that said attorney-in-fact shall
lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates. The
Company has the unrestricted right to unilaterally revoke this Power of
Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
November 30, 2012.
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By:/s/ Ellen R. Porges
____________________________
Name: Ellen R. Porges
Title: General Counsel
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GOLDMAN SACHS ASSET MANAGEMENT, L.P. (the "Company") ,
pursuant to that Power of Attorney dated November 30, 2012 (the "POA"),
does hereby designate Veruna Stanescu, Lee Tryhorn and Leo Herskovich,
employees of the Company, as additional attorneys-in-fact, with the same
authority to act as provided to the undersigned and the other to the
to the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
April 21, 2015.
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 21 of 29
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS INVESTMENT STRATEGIES, LLC (the
"Company") does hereby make, constitute and appoint each of Dan Deluca,
Jeremy Kahn and Brian Bae (and any other employee of The Goldman Sachs
Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings
required to be made by the Company under the Securities Exchange Act of 1934,
(as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
November 30, 2012.
GS INVESTMENT STRATEGIES, LLC
By: /s/ Umit Alptuna
____________________________
Name: Umit Alptuna
Title: Managing Director
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS INVESTMENT STRATEGIES, LLC (the "Company") ,
pursuant to that Power of Attorney dated November 30, 2012 (the "POA"),
does hereby designate Veruna Stanescu, Lee Tryhorn and Leo Herskovich,
employees of the Company, as additional attorneys-in-fact, with the same
authority to act as provided to the undersigned and the other to the
to the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
April 21, 2015.
GS INVESTMENT STRATEGIES, LLC
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 22 of 29
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that that MBEYE ACCESS LP
(f/k/a GOLDMAN SACHS MBEYE INVESTORS, L.P.) (the "Company")
does hereby make, constitute and appoint each of Dan Deluca, Jeremy Kahn,
Priya Iyer, Brian Bae, Lee Tryhorn and Leo Herskovich (and any other employee
of The Goldman Sachs Group, Inc.or one of its affiliates designated in
writing by one of the attorneys-in-fact), acting individually, its
true and lawful attorney, to execute and deliver in its name and on its
behalf whether the Company is acting individually or as representative of
others, any and all filings required to be made by the Company under the
Securities Exchange Act of 1934,(as amended, the "Act"), with respect to
securities which may be deemed to be beneficially owned by the Company
under the Act, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of February 3, 2015.
MBEYE ACCESS LP (f/k/a GOLDMAN SACHS MBEYE INVESTORS, L.P.)
By: GS Investment Strategies, LLC, its investment manager
By: /s/Michelle Barone
____________________________
Name: Michelle Barone
Title: Authorized Signatory
Page 23 of 29
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GLOBAL LONG SHORT PARTNERS HOLDINGS
OFFSHORE LUXEMBOURG SARL (f/k/a GOLDMAN SACHS INVESTMENT PARTNERS HOLDINGS (LUX)
OFFSHORE S.A.R.L) (the "Company") does hereby make, constitute and
appoint each of Dan Deluca, Jeremy Kahn, Veruna Stanescu, and Leo Herskovich
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with
respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and purposes
as the Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 19, 2016.
GLOBAL LONG SHORT PARTNERS HOLDINGS OFFSHORE LUXEMBOURG SARL (f/k/a GOLDMAN
SACHS INVESTMENT PARTNERS HOLDINGS (LUX) OFFSHORE S.A.R.L)
By: /s/ Michelle Barone
____________________________
Name: Michelle Barone
Title: Authorized Signatory
Page 24 of 29
EXHIBIT (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that ELQ Holdings (Del) LLC (the Company)
does hereby make, constitute and appoint each of Dan Deluca, Jeremy Kahn, Priya
Iyer, Brian Bae, Lee Tryhorn and Leo Herskovich (and any other employee of
The Goldman Sachs Group, Inc.or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange ACT
of 1934,(as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or could
do if personally present by one of its authorized signatories, hereby ratifying
and confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
February 12, 2015.
ELQ HOLDINGS (DEL) LLC
By: /s/Milton R. Millman
____________________________
Name: Milton R. Millman
Title: Managing Director
Page 25 of 29
EXHIBIT (99.10)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that ELQ HOLDINGS (UK) LTD (the "Company")
does hereby make, constitute and appoint each of Dan Deluca, Jeremy Kahn, Veruna
Stanescu, and Leo Herskovich (and any other employee of The Goldman Sachs
Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that
said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either of
(i) January 31, 2017, (ii) revocation in writing by the Company, or (iii) until
such time as the person or persons to whom the power of attorney has been
hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or
one of its affiliates.
IN WITNESS WHEREOF this power of attorney has been duly executed as a deed on
this 19 January, 2016.
ELQ HOLDINGS (UK) LTD
By: /s/ Jim Wiltshire
____________________________
Name: Jim Wiltshire
Title: Director
By: /s/ Thomas Kelly
____________________________
Name: Thomas Kelly
Title: Secretary
Page 26 of 29
EXHIBIT (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that ELQ INVESTORS IX LTD (the "Company")
does hereby make, constitute and appoint each of Dan Deluca, Jeremy Kahn, Veruna
Stanescu, and Leo Herskovich (and any other employee of The Goldman Sachs
Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that
said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either of
(i) January 31, 2017, (ii) revocation in writing by the Company, or (iii) until
such time as the person or persons to whom the power of attorney has been
hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or
one of its affiliates.
IN WITNESS WHEREOF this power of attorney has been duly executed as a deed on
this 19 January, 2016.
ELQ INVESTORS IX LTD
By: /s/ Jim Wiltshire
____________________________
Name: Jim Wiltshire
Title: Director
By: /s/ Thomas Kelly
____________________________
Name: Thomas Kelly
Title: Secretary
Page 27 of 29
EXHIBIT (99.12)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that ELQ INVESTORS II LTD (the "Company")
does hereby make, constitute and appoint each of Dan Deluca, Jeremy Kahn, Veruna
Stanescu, and Leo Herskovich (and any other employee of The Goldman Sachs
Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that
said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either of
(i) January 31, 2017, (ii) revocation in writing by the Company, or (iii) until
such time as the person or persons to whom the power of attorney has been
hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or
one of its affiliates.
IN WITNESS WHEREOF this power of attorney has been duly executed as a deed on
this 19 January, 2016.
ELQ INVESTORS II LTD
By: /s/ Jim Wiltshire
____________________________
Name: Jim Wiltshire
Title: Director
By: /s/ Thomas Kelly
____________________________
Name: Thomas Kelly
Title: Secretary
Page 28 of 29
EXHIBIT (99.13)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that ELQ INVESTORS VII LTD (the "Company")
does hereby make, constitute and appoint each of Dan Deluca, Jeremy Kahn, Veruna
Stanescu, and Leo Herskovich (and any other employee of The Goldman Sachs
Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that
said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either of
(i) January 31, 2017, (ii) revocation in writing by the Company, or (iii) until
such time as the person or persons to whom the power of attorney has been
hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or
one of its affiliates.
IN WITNESS WHEREOF this power of attorney has been duly executed as a deed on
this 19 January, 2016.
ELQ INVESTORS VII LTD
By: /s/ Jim Wiltshire
____________________________
Name: Jim Wiltshire
Title: Director
By: /s/ Thomas Kelly
____________________________
Name: Thomas Kelly
Title: Secretary
Page 29 of 29